Eschaton Opportunities Fund Management LP

FEES AND COMPENSATION

       In general, Eschaton receives a management fee and a performance allocation in
connection with its advisory services to the Funds. Investors in a Fund also bear certain expenses.

Management Fees

        Fund II pays Eschaton, quarterly in advance, a management fee (the “Management Fee to
Fund II”), equal to (i) 1.5% with respect to Class A Interests and (ii) 1.75% with respect to Class
B Interests, in each case on an annual basis of the net asset value attributable to the relevant class
of interests. The Management Fee is accrued on a monthly basis. Installments of the Management
Fee payable for any period other than a full quarterly period are adjusted on a pro rata basis.

        The Financials Fund pays Eschaton, quarterly in advance, a management fee (the
“Management Fee to Financials Fund”), equal to (i) 0.75% with respect to Class A Interests on
an annual basis of the net asset value attributable to the relevant class of interests. The Management
Fee is accrued on a monthly basis. Installments of the Management Fee payable for any period
other than a full quarterly period are adjusted on a pro rata basis.

Performance Allocation

         In addition to the Management Fee described above for Fund II, at the end of each calendar
year and upon a limited partner’s withdrawal (or receipt of a distribution) of all or any portion of
its interest in Fund II for any reason, the General Partner will be allocated a performance allocation
from each limited partner with respect to such period. The performance allocation for each limited
partner’s capital account for such period will be an amount equal to (i) 12.5% of the allocable net
profit attributable to capital accounts holding Class A Interests in excess of a benchmark specified
in Fund II’s Governing Documents and (ii) 17.5% of the allocable net profit attributable to capital
accounts holding Class B Interests, in each case, as computed in accordance with the terms of the
Fund II’s Governing Documents. The Fund II Governing Documents also contain a loss recovery
provision intended to prevent any performance allocation from being made from any capital
account of a limited partner until any net loss previously allocated to such capital account has been
offset by subsequent net profits. The performance allocation generally is calculated and accrued
on a monthly basis (or, on the occurrence of certain events specified in the Fund II Governing
Documents, on a more frequent basis).

        In addition to the Management Fee described above for the Financials Fund, at the end of
each calendar year and upon a limited partner’s withdrawal (or receipt of a distribution) of all or
any portion of its interest in the Financials Fund for any reason, the General Partner will be
allocated a performance allocation from each limited partner with respect to such period. The
performance allocation for each limited partner’s capital account for such period will be an amount
equal to 17.5% of the allocable net profit attributable to capital accounts holding Class A Interests,
in each case, as computed in accordance with the terms of the Financials Fund's Governing
Documents. The Financials Fund Governing Documents also contain a loss recovery account
provision intended to prevent any performance allocation from being made from any capital
account of a limited partner until any net loss previously allocated to such capital account has been

offset by subsequent net profits. The performance allocation generally is calculated and accrued
on a monthly basis (or, on the occurrence of certain events specified in the Financial Fund’s
Governing Documents, on a more frequent basis).

The General Partner, in its sole discretion, is permitted to fully or partially waive the performance
allocation with respect to investments made by any partner, including any member of Eschaton
Group (defined below), without notice to or the consent of the other partners. The General Partner
is permitted to pay all or a portion of the performance allocation it receives from Fund II or the
Financials Fund to a third party or to the Adviser.

Services to other Advisors

In certain situations, Eschaton will share investment research with other Advisors in exchange for
a negotiated fee. In some cases, Eschaton may also receive a discretionary performance-based fee,
which would be awarded solely at the Advisors’ discretion.

Other Information

         Eschaton is permitted to exempt certain investors in the Funds from payment of all or a
portion of Management Fees and/or performance allocation, including investors that are affiliated
or associated with Eschaton, its respective principals and affiliates and/or persons or accounts
advised by any of them or their respective affiliates, including all investment funds or other persons
affiliated with, or sponsored or managed by, Eschaton (collectively, “Eschaton Group”). Any
such exemption from fees and/or the performance allocation may be made by a direct exemption
or a rebate by Eschaton and/or its affiliates.

        Principals or other current or former employees of Eschaton generally receive salaries and
other compensation derived from, and in certain cases including a portion of, the Management
Fee, the performance allocation or other compensation received by Eschaton or its affiliates.

         In addition to the Management Fee and performance allocation payable to Eschaton, each
Fund bears certain expenses. As set forth more fully in the applicable Governing Documents of
each Fund, a Fund bears all costs and expenses relating to the Fund’s activities, investments and
business, including, without limitation: auditing expenses; accounting, tax, tax preparation and
legal fees, costs and expenses; investment-related fees, costs and expenses; software licensing,
data, service and market information relating to the Fund’s trading strategy; swaps or derivative
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TYPES OF CLIENTS

       Eschaton provides investment advice to the Funds. The Funds may include investment
partnerships or other investment entities formed under domestic or foreign laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended.

        Fund II generally has a minimum investment amount of $2 million for third-party investors,
and Fund II interests are offered and sold solely to accredited investors that are also qualified
clients (or qualified knowledgeable Eschaton personnel). The Financials Fund generally has a
minimum investment amount of $500,000 for third-party investors, and the Financials Fund
interests are offered and sold solely to accredited investors that are also qualified clients (or
qualified knowledgeable Eschaton personnel). Such minimum investment amount may be waived
by Eschaton.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

         Eschaton is a private investment firm focused on making long and short investments across
all parts of the capital structure of a company on behalf of Fund II and the Prelude Fund, and will
be focused on long only investments on behalf of the Financials Fund. Investments may include
equity securities, commodities or commodities-related securities (e.g., exchange traded funds
organized to hold and trade in commodities), foreign exchange instruments, cryptocurrencies,
public and private debt securities, loans, convertible debt, credit default swaps, options and related
instruments. Eschaton’s investment advisory services consist of identifying and evaluating
investment opportunities, negotiating investments, managing and monitoring investments and
achieving dispositions for investments.

        Eschaton focuses on opportunities that align with its views on the eventual end of the post-
financial crisis, central bank-fueled, macro-economic paradigm. Eschaton believes the era of
global debt growth and monetary stimulus potentially creates a set of opportunities of which the
Funds will seek to take advantage. There can be no assurance that Eschaton will achieve the
investment objectives of any Fund and a loss of investment is possible.

Investment and Operating Strategy

       Eschaton conducts extensive macro-economic research to identify trends, themes, and
markets on which fundamental security selection should be focused. This macro overlay helps
provide direction and guidance for security selection and proprietary company due diligence. The
investment strategy can be summarized as contrarian, cross-capital structure, global value.

        Eschaton employs original research and thinking to seek attractive dislocations between
valuation and fundamentals. Eschaton relies on the years of experience of its principals and their
diverse network of contacts to source and research investment ideas. Eschaton focuses on the
quality of the business, capability of the management team, metrics such as return on invested
capital and return on assets, capital allocation philosophy, capital structure, cash flows and the
sustainability of each prospective portfolio company to determine a margin of safety. After
identifying potential investment opportunities, Eschaton runs scenarios that will aim to identify
where asymmetrical risk/reward opportunities can be achieved. This investment process is used to
discover both long and short themes and individual security ideas.

       Portfolio construction will be driven by fundamental research and the identification of what
Eschaton believes are attractive risk-adjusted return opportunities. Eschaton employs a long-short

strategy for Fund II and Prelude and expects to hedge certain risks and themes through the use of
shorting, options and other protective strategies.

Risks of Investment

       Each Fund and its investors bear the risk of loss that Eschaton’s investment strategy entails.
The risks involved with Eschaton’s investment strategy and an investment in each Fund may
include, but are not limited to:

1.     Business Risks. The Fund’s investment portfolio consists primarily of liquid securities
       issued by publicly-traded companies, and operating results in a specified period will be
       difficult to predict. Such investments involve a high degree of business and financial risk
       that can result in substantial losses. Such risks include, without limitation, volatility in the
       valuation of such companies, lack of control over the management of such companies,
       increased obligations to disclose information regarding such companies, limitations on the
       ability of the Fund to dispose of such securities at certain times, and increased costs
       associated with each of the aforementioned risks.

2.     Uncertain Economic, Social and Political Environment. Consumer, corporate and
       financial confidence may be adversely affected by current or future tensions around the
       world, fear of terrorist activity and/or military conflicts, localized or global financial crises
       or other sources of political, social or economic unrest. Such erosion of confidence may
       lead to or extend a localized or global economic downturn. Furthermore, such uncertainty
       may be compounded by local, regional or global health crises including but not limited to
       the rapid and/or pandemic spread of novel viruses (e.g., SARS, MERS, COVID-19
       (Coronavirus) and/or other similar epidemics). Such health crises could exacerbate the
       political, social and economic risks previously mentioned, and result in significant
       breakdowns, delays and other disruptions to important global, local and regional supply
       chains, with potential corresponding results on the operating performance of affected
       investments. A climate of uncertainty may reduce the availability of potential investment
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